Dutch Civil Code

Book 2 Legal Persons

Title 2.5 Closed Corporations (private limited companies)

Section 2.5.1 General provisions

Article 2:175 Definition of a 'Closed Corporation'; formation
- 1. - 1. A Closed Corporation with limited liability (‘besloten vennootschap’) is a legal person with a capital that is divided into one or more transferable shares. The shares are all registered shares. A shareholder is not personally liable for what is performed in the name of the Corporation and he is not obliged to contribute to the losses of the Corporation for more than what he has paid up or still has to pay up on his shares, without prejudice to what is provided in Article 2:192. At least one share with voting right is kept by another than, and other than for account of, the Corporation or one of its subsidiary companies
- 2. The Corporation is formed (incorporated) by one or more persons by means of a notarial deed. The notarial deed of incorporation is signed by every founder (incorporator) and by everyone who according to this deed takes one or more shares.

Article 2:176 Dutch language; written procuration
The notarial deed of incorporation of a Closed Corporation ('besloten vennootschap') is executed in the Dutch language. A procuration (power of attorney) to cooperate in the execution of the notarial deed must be granted in writing.


Article 2:177 Content of the deed of incorporation
- 1. The notarial deed of incorporation must contain the articles of incorporation of the Closed Corporation ('besloten vennootschap'). The articles of incorporation contain the name, the seat and the purpose (objective) of the Closed Corporation ('besloten vennootschap').
- 2. The name starts or ends with the words "Besloten Vennootschap" (literally meaning: 'Close Corporation"*), either written in full, or abbreviated to "B.V.".
- 3. The seat must be located in the Netherlands.

*) The word "Besloten" ('Close') refers to the fact that a Closed Corporation, contrary to an Open Corporation, may only issue registered shares and no shares to bearer; the registered shares are not freely transferable, in the sense that other shareholders must be given the opportunity to buy them first, whether or not for a fixed price.

Article 2:178 Content of the articles of incorporation
- 1. The articles of incorporation specify the nominal amount of the shares. When there are different types (classes) of shares, then the articles of incorporation specify the nominal amount of each type (class). The notarial deed of incorporation specifies the amount of the issued share capital and of the paid up part thereof. When there are different types (classes) of shares, then the amounts of the issued share capital and paid up share capital are specified for each type (class). The notarial deed of incorporation specifies in addition for all persons who have taken shares at the formation (incorporation), the data referred to in Article 2:196, paragraph 2, under point (b) and (c), including the number and type (class) of the shares each person has taken and the amount that he has paid up on these shares.
- 2. The amount of the authorized share capital and issued share capital and the paid up part thereof, as well as the nominal amount of the shares may be specified in foreign currency. A Closed Corporation ('besloten vennootschap') which has come into existence before 1 January 2002 may specify the amount of the authorized share capital and the nominal amount of the shares in guilders to at the most two decimal places.

Article 2:178a Conversion of amounts into Euros
If a Closed Corporation ('besloten vennootschap'), of which the articles of incorporation specify the amount of the authorized share capital and the amount of shares in guilders, converts these amounts into Euros, then the amount of the authorized share capital and of the paid up part thereof is calculated in accordance with the finally fixed conversion price as referred to in Article 109L, paragraph 4, of the Treaty on the European Union, rounded up to two decimal places. The rounded amount of each share in Euros may at the most be 15% higher or lower than the original nominal amount of the share in guilders. The total of the amounts of shares in Euros as meant in Article 2:178 shall represent the authorized share capital. The sum of the amounts of the issued shares and the paid up part thereof in Euros shall be the amount in Euros of the issued share capital and the paid up share capital. The notarial deed specifies the amount in Euros of the issued share capital and the paid up part thereof.

Article 2:178b Change of the amount of the shares in derogation from Article 2:178a
If the Corporation changes the amount of the shares in another way than specified in Article 2:178a, then such a change requires the approval of each group of shareholders whose rights are harmed as a result thereof. Where such a change leads to an entitlement to money or debt-claims, the total amount thereof may not exceed one tenth of the changed nominal amount of the shares.

Article 2:178c Denomination in guilders and the use of an equivalent amount in Euros
- 1. A Closed Corporation ('besloten vennootschap') of which the articles of incorporation specify the authorized share capital and the amount of the shares in guilders, may use in its contacts with others the equivalent amount in Euros to at the most two decimal places, provided that, when doing so, it refers to the present Article. The use of such an countervalue (equivalent) has no legal effect.
- 2. Where a Closed Corporation ('besloten vennootschap'), of which the articles of incorporation specify the authorized share capital and the amount of the shares in guilders, after 1 January 2002 brings about a change in these articles to one or more provisions in which an amount was expressed in guilders, all amounts in the articles of incorporation must be converted into Euros or another foreign currency. Article 2:178a and 2:178b shall apply in such event.

Article 2:179 [repealed on 01-07-2011]

Article 2:180 Registration in the commercial register
- 1. The Directors have the obligation to cause the registration of the Closed Corporation ('besloten vennootschap') in the commercial register and must deposit at the office of that register (Chamber of Commerce) an authentic extract of the notarial deed of incorporation and of the documents attached to it pursuant to Article 2:204.
- 2. The Directors are each, in addition to the Closed Corporation ('besloten vennootschap'), joint and several liable for any juridical act performed during their directorship through which the Corporation has been committed (bound) in the period prior to the moment on which the application for the initial registration in the commercial register was lodged, together with the to be deposited extracts and copies .

Article 2:181 Conversion of a Closed Corporation into a legal person of a different type
- 1. When a Closed Corporation ('besloten vennootschap') converts itself on the basis of Article 2:18 into an Association ('vereniging'), Cooperative ('coöperatie') or Mutual Insurance Society ('onderlinge waarborgmaatschappij'), each shareholder shall become a member, unless he has claimed a compensation as referred to in paragraph 2.
- 2. After a resolution for a conversion in an Association (‘vereniging’), Foundation (‘stichting’), Cooperative (‘coöperatie’) or Mutual Insurance Society (‘onderlinge waarborgmaatschappij’) each shareholder, including each holder of shares without a voting right or without right in the profits, who has not consented with the resolution for a conversion, may claim from the Closed Corporation a compensation for the loss of his shares. The request for such compensation must be made in writing to the Closed Corporation within one month after the Closed Corporation has notified the shareholder that he may request for such compensation. This notification is made in the same manner as in which a convening notice for a General Meeting has to be send.
- 3. When the Closed Corporation (‘besloten vennootschap’) converts itself into an Open Corporation (‘naamloze vennootschap’), each holder of shares without a voting right or a right in the profits, who has not consented with the resolution for a conversion, may file a request for compensation with the Closed Corporation. The request for compensation must be made within one month after the Closed Corporation has notified the shareholder that he may request for such compensation. This notification is made in the same manner as in which a convening notice for a General Meeting has to be issued. The shares to which the request relate cease to exist at the moment on which the conversion takes effect.
- 4. The proposal for a conversion mentions the amount of the compensation meant in paragraph 2 and 2, as assessed by one or more independent experts. The experts shall report on the valuation in writing, which report is send together with the convening notice for the General Meeting at which de decision (resolution) shall be taken on the conversion. When, on account of the articles of incorporation or an agreement to which the Closed Corporation (‘besloten vennootschap’) and the relevant shareholder are a party, provisions are applicable between parties for the assessment of the value of the shares or of the compensation, the experts shall make their report with due observance thereof. The appointment of experts may be skipped, if the articles of incorporation or an agreement to which the Closed Corporation (‘besloten vennootschap’) and the relevant shareholder are a party, contain one set of clear criteria on the basis of which the compensation can be assessed easily.
- 5. Article 2:231, paragraph 4, does not apply to a resolution for an amendment of the articles of incorporation within the scope of a conversion of the Closed Corporation (‘besloten vennootschap’) into a legal person of another type.
- 6. When an authorization of the court is required for the conversion as meant in Article 2:18, paragraph 4 and 5, it shall be denied also if the interests of the holders of shares without a voting right and without a richt in the profits are insufficiently considered.

Article 2:182 Objection against a conversion of the Closed Corporation into another legal type
- 1. The Closed Corporation (‘besloten vennootschap’) deposits the resolution for its conversion in an Association ('vereniging'), Cooperative ('coöperatie') or Mutual Insurance Society ('onderlinge waarborgmaatschappij') at the office of the commercial register (Chamber of Commerce) and makes an announcement thereof in a national daily newspaper.
- 2. The Closed Corporation (‘besloten vennootschap’) must, on the penalty that an objection as meant in paragraph 3 will be declared valid, provide security (collateral) to every creditor who request so or provide him with other guarantees that his debt-claim will be satisfied. This does not apply if the creditor has sufficient guarantees that his debt-claim will be performed or when the Corporation has sufficient property to assure that his debt-claim will be satisfied.
- 3. Within two months after the announcement meant in paragraph 1, any creditor may file a petition with the District Court through which he makes an objection against the resolution (decision) for a conversion of the Closed Corporation (‘besloten vennootschap’), with mention of the security or guarantees he seeks.
- 4. Before the District Court gives its decision, it may enable the Closed Corporation (‘besloten vennootschap’) to provide certain security or another kind of guarantee within a period to be set by the court. If the Corporation has been converted already, the District Court may order, when a legal remedy is sought, that security or another kind of guarantee is provided to the applicant (creditor), under a penalty payment for non-compliance.
- 5. The resolution for the conversion of the Closed Corporation (‘besloten vennootschap’) shall not take effect as long as an objection may be filed still. If an objection is filed in time, the resolution shall only take effect when the objection has been withdrawn or when the court order in which that objection was denied has become enforceable. De notarial deed meant in Article 2:18, paragraph 2, cannot be executed prior to that moment.

Article 2:183 Conversion of a legal person of another type into a Closed Corporation
- 1. When a legal person converts itself on the basis of Article 2:18 into a Closed Corporation (‘besloten vennootschap’), then the following documents shall be attached to the notarial deed of conversion:
a. if the legal person has members: the written consent of each member whose shares are not fully paid up by means of a conversion of the reserves of the legal person;
b. if a Foundation (‘stichting’) is converted: the authorization of the court for the conversion.
- 2. When an Association ('vereniging'), Cooperative ('coöperatie') or Mutual Insurance Society ('onderlinge waarborgmaatschappij') converts itself on the basis of Article 2:18 into a Closed Corporation ('besloten vennootschap'), each member shall become a shareholder. The conversion cannot be made as long as a member still is able to terminate his membership by virtue of Article 2:36, paragraph 4.
- 3. As long as a shareholder, a usufructuary, and a pledgee have not been registered as such after the conversion in the register meant in Article 2:194 (register of shareholders), they cannot exercise any rights attached to the shares. Without his consent no shares without a right to the profits or without a voting right can be issued to him. Insofar share certificates were issued, such a registration cannot take place before the involved share certificates are handing in to the Corporation.

Article 2:184 [repealed on 01.09.1994]

Article 2:185 Dissolution of a Closed Corporation
- 1. Upon the request of the Public Prosecution Service, the District Court shall dissolve a Closed Corporation ('besloten vennootschap') when that Corporation is no longer able to realize its objective (purpose) due to a lack of assets, and the District Court may dissolve the Closed Corporation ('besloten vennootschap') when that Corporation has ceased its activities through which it tried to realize its objective (purpose). The Public Prosecution Service informs the Chamber of Commerce in whose commercial register the Corporation is registered of its intention to file a request for the dissolution of that Corporation.
-2. Before ordering the dissolution, the District Court may give the Corporation the opportunity to remove (repair) the legal defects within a specific period to be set by court.

Article 2:186 Mentioning of the name and domicile; mentioning of the issued share capital and the paid up part thereof
- 1. The full name of the Closed Corporation ('besloten vennootschap') and its domicile (address) must appear clearly from all writings, printed documents and announcements which are issued by the Corporation or in which the Corporation is defined as a party to an act or event, all with the exception of telegrams and advertisements.
- 2. If the Closed Corporation ('besloten vennootschap') makes mention of its (authorized) share capital, then it must mention in any event also the nominal amount of its issued share capital and how much of that issued share capital has been paid up.

Article 2:187 [repealed on 25.11.1988]

Article 2:188 [repealed on 01-01-2014]

Text until 01-01-2014:
Where in the present Title (Title 2.5) the office of the commercial register is mentioned, by 'commercial register' is understood the register kept by the Chamber of Commerce which is authorized to register the Corporation pursuant to Article 18, sixth and seventh paragraph, of the Commercial Register Act 2007.

Article 2:189 'Issued part of the authorized share capital'
Where the articles of incorporation refer to the holders of as much shares as jointly constitute a certain part of the authorized share capital of the Corporation, by 'capital' is understood the issued part of the authorized share capital, unless the contrary appears from the articles of incorporation.

Article 2:189a 'Body of the Corporation'
For the purpose of Articles 2:192, 2:197, paragraph 3, 2:198, paragraph 3, 2:206, 2:210, paragraph 6, 2:216, paragraph 1, 2:227, paragraph 2, 2:239 and 2:244, a body of the Corporation is understood as the General Meeting, the meeting of holders of shares of a certain type (class) or indication, the Board of Directors, the Supervisory Board and the joint meeting of the Board of Directors and the Supervisory Board.

Section 2.5.2 The shares

Article 2:190 Rights with no voting right and no entitlement to a distribution
Rights that neither enclose a voting right nor an entitlement to a distribution of profits or reserves, are not regarded as a share.

Article 2:191 Obligation to pay up the issued shares
- 1. On subscription for a share the nominal amount thereof must be paid to the Corporation. It is possible to stipulate that a proportion of the nominal amount, not exceeding three fourths thereof, has to be paid only after the Corporation has called it in.
- 2. A shareholder cannot entirely or partially be relieved from his obligation to pay up his share, except for what is provided in Article 2:208.
- 3. A shareholder and, in the situation referred to in Article 2:199, a former shareholder are not entitled to sett off a debt imposed on them pursuant to the present Article.

Article 2:191a Payment for allotted shares in (foreign) currency
- 1. The payment for an allotted share must be made in money to the extent that no other kind of contribution has been agreed upon.
- 2. Before or on the formation (incorporation) of the Corporation, a payment can be made only in foreign currency if the notarial deed of incorporation specifies that a payment in foreign currency is permitted; after the formation (incorporation), such a payment can only be made with the consent of the Closed Corporation ('besloten vennootschap'). Payment in a currency that is a unit of the Euro by virtue of Article 109L, fourth paragraph, of the Treaty on the European Union, is not regarded as a payment in foreign currency.
- 3. A payment in foreign currency will result in the performance of the obligation to pay up the shares to the extent that the paid up sum can be converted (exchanged) freely into Dutch currency. Decisive is the exchange rate on the day of payment or, if the payment was made more than one month before the formation (incorporation) of the Corporation, on the day of formation (incorporation).

Article 2:191b Contributions other than money
- 1. If another contribution than money has been agreed upon, then this contribution must be eligible for a valuation on the basis of economic standards. A right to claim the performance of work or services cannot be contributed.
- 2. A contribution other than money must be made immediately after the share is taken or after the day on which an additional payment, which may be made through a contribution other than money, must have been received by the Corporation or on which such contribution has been agreed upon.

Article 2:192 Obligations and requirements attached to shares (of a certain class)
- 1. The articles of incorporation may with regard to all shares or to shares of a certain type (class) or indication:
a. specify that certain obligations, to be performed towards the Closed Corporation (‘besloten vennootschap’) or third persons or between shareholders mutually, are attached to the shareholdership;
b. attach requirements to the shareholdership;
c. determine that a shareholder, in situations specified in the articles of incorporation, is obliged to transfer his shares or a part thereof or to make an offer for such transfer.
An obligation or requirement as referred to in the previous sentence under (a), (b) or (c) cannot be imposed upon the shareholder against his will, not even under a condition or time stipulation.
- 2. The articles of incorporation may specify that the coming into force of an obligation or requirement as meant in paragraph 1 under (a), (b) or (c) is dependent of a resolution (decision) of a body of the Closed Corporation (‘besloten vennootschap’) designated for this purpose in the articles of incorporation.
- 3. An arrangement in de articles of incorporation as meant in paragraph 1, under (c), has to be as such that a shareholder, who requires so, obtains a price for his shares equal to the value of his shares as valuated by one or more independent experts. The articles of incorporation may provide for a valuation method in derogation from the previous sentence. Such a deviating valuation method, however, cannot be imposed upon a shareholder against his will.
- 4. The articles of incorporation may specify that, as long as a shareholder does not comply with an obligation inserted in the articles of incorporation or does not meet a requirement inserted in those articles, his right to vote, his right to (acquire) distributions or his right to attend the General Meeting will be postponed. If a shareholder cannot exercise one or more of the rights mentioned in the previous sentence and the shareholder is not obliged to transfer his shares or make an offer thereto, the postponement shall elapse when the Closed Corporation (‘besloten vennootschap’) has not, within three months after a request of the shareholder to do so, designated candidates to whom the shareholder may transfer his shares in accordance with an arrangement in the articles of incorporation. Paragraph 3 applies accordingly. The postponement of rights shall elapse if the postponement has the result that none of the shareholders is able to exercise his right to vote.
- 5. The articles of incorporation may specify that, if a shareholder has not, within reasonable time, complied with an obligation as meant in paragraph 1, under (c), the Closed Corporation (‘besloten vennootschap’) shall be irrevocably authorized, as representative of the relevant shareholder, to offer the shares to someone else or to transfer the shares to someone else. The Closed Corporation (‘besloten vennootschap’) is also authorized to make such offer for a transfer or to deliver the shares during the bankruptcy of the shareholder or during the time that a debt repayment scheme for natural persons is applicable to him. Where there are no candidates to whom the shareholder can transfer the shares for which he has made an offer by virtue of paragraph 1, under (c), the Closed Corporation (‘besloten vennootschap’) shall not have an authorization (power of attorney) as mentioned before and the shareholder will irrevocably be released from his obligation to make an offer for a transfer or to transfer his shares as well as from the postponement of rights as meant in paragraph 4.

Article 2:192a Request to the Closed Corporation to designate other candidates to buy up shares
- 1. If a shareholder, who is not bound by an obligation or requirement imposed by the articles of incorporation as referred to in Article 2:192, paragraph 2, wants to alienate his shares, but a transfer of his shares is impossible or extremely difficult because the intended acquiring party is bound by such obligation or requirement, then he may request the Closed Corporation (‘besloten vennootschap’) to designate other candidates to whom he may transfer his shares in accordance with the arrangement in the articles of incorporation. Article 2:192, paragraph 3, applies accordingly to that arrangement. If the Closed Corporation (‘besloten vennootschap’) has not, within three months after such request was made, designated such candidates, the shareholder is allowed during a period of six months after the expiration of that three-months period, to transfer his shares to someone else and the party acquiring these shares shall not be bound by the obligation or requirement imposed by the articles of incorporation.
- 2. Paragraph 1 applies accordingly if a transfer of shares is impossible or extremely difficult because the intended acquiring party is bound by a valuation method specified in the articles of incorporation by which the alienating shareholder is not bound.

Article 2:193 Power of the liquidator and bankruptcy liquidator
The liquidator of a Closed Corporation ('besloten vennootschap') and, in the event of bankruptcy, the bankruptcy liquidator are empowered to call up and collect all due mandatory payments not yet made on the shares. This power exists irrespective of what is specified in this regard in the articles of incorporation or what has been stipulated on the basis of Article 2:191, paragraph 1, on the understanding that, when it has been stipulated that a payment on shares shall occur at a moment after the day on which the Corporation was declared bankrupt, a payment of the cash value thereof on the day of the declaration of bankruptcy shall be adequate.

Article 2:194 Register of shareholders
- 1. The Board of Directors of the Closed Corporation ('besloten vennootschap') keeps a register in which the names and addresses of all shareholders are recorded, and in which is mentioned as well the date on which they acquired their shares, the date of acknowledgement by the Corporation or of the official service on the Corporation, and the amount paid up on each share. Where no voting right is attached to shares on account of Article 2:228, paragraph 5, these shares are mentioned as shares without a voting right. In this register are recorded also the names and addresses of those who have a right of usufruct or pledge on the shares, with mention of the date on which they acquired their limited property right, the date of acknowledgment by the Corporation or of the official service on the Corporation, and with mention of the rights attached to the encumbered shares. In the register are recorded as well the names and addresses of the holders of depository receipts issued for shares to which a voting right is attached, with mention of the date on which the right to attend the General Meeting was attached to their depository receipt, and the date of acknowledgement by the Corporation or of the official service on the Corporation.
- 2. The register shall be updated regularly; it shall mention as well each granted relief from liability for not fully paid up shares.
- 3. Shareholders and others who pursuant to paragraph 1 have to be recorded in the register, shall provide the Board of Directors timely with the necessary data (information) for such recording.
- 4. If asked for, the Board of Directors shall provide gratuitously to a shareholder, a usufructuary, a pledgee and a holder of a depository receipt issued for a share to which a right to attend the General Meeting is attached, an extract from the register in respect of his right to a share or to a depository receipt issued for a share. If the share is encumbered with a usufruct or pledge, the extract mentions as well who is entitled to exercise the rights referred to in Article 2:197, 2:198 and 2:227.
- 5. The Board of Directors shall deposit the register of shareholders at the office of the Corporation for inspection by its shareholders and by the usufructuaries and pledgees who are entitled to exercise the rights referred to in Articles 2:227, paragraph 2,and by the holders of depository receipts issued for shares to which under the articles of incorporation a right to attend the General Meeting is attached. The data from the register about not fully paid up shares are available for inspection to everyone; a copy or extract of this information shall be provided against payment of at the most the cost price .

Article 2:195 Restriction on transfer of shares
- 1. Unless the articles of incorporation provide otherwise, a valid transfer of shares requires that the shareholder who wants to dispose of one or more of his shares, firstly offers those shares to his co-shareholders in proportion to the number of shares that is held by each of them at the moment that such offer is made. To holders of shares of a certain type (class) or indication to which pursuant to an arrangement in the articles of incorporation no right to vote or participation in the profit or reserves is attached, can only be offered by virtue of the previous sentence shares of the same type (class) or indication, unless the articles of incorporation provide otherwise. The shareholder obtains, if he requests so, a price of his co-shareholders equal to the value of his shares as valuated by one or more independent experts. If it is ascertained that not all of the shares to which the offer relates will be bought for cash (by co-shareholders or other candidates), the offeror may freely transfer all his shares during a period of three months, to be calculated from the moment of that ascertainment.
- 2. For the purpose of paragraph 1, a transfer made pursuant to a bequest is deemed to be a transfer made by the deceased.
- 3. The transferability of shares may be excluded in the articles of incorporation for a specific period of time. A transfer in violation of such an exclusion in the articles of incorporation is invalid. An arrangement in the articles of incorporation as meant in the first sentence requires the consent of all holders of shares to which the exclusion of transferability relates.
- 4. The transferability of shares may be restricted also in another manner than in accordance with paragraph 1 or 3. A transfer in violation with a restriction in the articles of incorporation is invalid. Such an arrangement in the articles of incorporation has to be as such that a shareholder who wants to transfer his shares obtains, if he requests so, a price equal to the value of his shares as valuated by one or more independent experts. The articles of incorporation may provide for a valuation method which derogates from the previous sentence. Such a deviating valuation method, however, cannot be imposed on a shareholder against his will.
- 5. Provisions in the articles of incorporation in regard of the transferability of shares are not applicable if the transfer, because of those provisions, is impossible or extremely difficult, unless this is the result of an in the articles of incorporation inserted exclusion as meant in paragraph 3 or a valuation method by which the shareholder is bound.
- 6. Where the shareholder is required under law to transfer his share to a previous shareholder, paragraph 1 and the arrangement in the articles of incorporation regarding the transferability of shares shall not apply
- 7. In the event of a seizure by foreclosure, a bankruptcy, a debt repayment scheme for natural persons, the making of a bequest, an apportionment from a community of property or a pledge, the court may declare paragraph 1 and the arrangement in the articles of incorporation regarding the transferability of shares, either entirely or in part, inapplicable. A request for such court decision may be lodged by the seizing creditor, the bankruptcy liquidator, an interested person by the making of the bequest or by the apportionment, or the pledgee, respectively. The court shall only award the request, if need be in derogation from Article 474g, paragraph 4, of the Code of Civil Procedure, if the interests of the applicant undoubtedly request so and the interests of others are not harmed disproportionately as a result of such an award. The court may order that the Closed Corporation (‘besloten vennootschap’) must enable the seizing creditor or bankruptcy liquidator to inspect the register of shareholders meant in Article 2:194.

Article 2:195a [repealed on 01-10-2012]

Article 2:195b [repealed on 01-10-2012]

Article 2:196 Issuance and transfer of registered shares and limited property rights in such shares
- 1. The issuance and transfer of shares*) or the transfer of limited property rights in such shares requires a notarial deed to which the involved persons are a party, executed for this purpose in front of a Dutch notary. No separate notarial deed is required for the issuance of shares which are taken on the formation (incorporation) of the Closed Corporation ('besloten vennootschap').
- 2. The notarial deed of issuance or transfer must specify:
a. the legal basis for the juridical act [i.e. for the issuance or transfer] and the way in which the share or the limited property right in a share has been acquired;
b. the name, forename, date of birth, place of birth, domicile (residence) and address of the natural persons who are a party to the notarial deed;
c. the type, name, domicile (seat) and address of the legal persons which are a party to the notarial deed;
d. the number and type (class) of shares to which the notarial deed relates, and;
e. the name, domicile (seat) and address of the Corporation that has issued the shares to which the juridical act relates.

*) A Closed Corporation ('besloten vennootschap') may only issue registered shares.

Article 2:196a Effect of a transfer towards the Corporation and third persons
- 1. A delivery (transfer) of a share*) or a delivery (transfer or establishment) of a limited property right therein in accordance with Article 2:196, paragraph 2, has effect also against the Closed Corporation (‘besloten vennootschap’). Except in the event that the Closed Corporation (‘besloten vennootschap’ ) itself is a party to the juridical act, the rights attached to the share can be exercised only after the Corporation has acknowledged the juridical act or after the notarial deed has been officially served on the Corporation in conformity with the provisions of Article 2:196b, or after the Corporation has acknowledged the juridical act of its own motion by means of a registration [of the new shareholder or limited proprietor] in the register of shareholders in the way referred to in paragraph 2.
- 2. The Closed Corporation (‘besloten vennootschap’) that bears knowledge of the juridical act meant in paragraph 1, may of its own motion, as long as no acknowledgement of the juridical act has been requested and no notarial deed has been officially served on the Corporation, acknowledge that juridical act by means of a registration of the person who has acquired the share or a limited property right therein in the register of shareholders. If it makes such a registration, it shall immediately notify the involved parties thereof by registered letter, with the request to submit a copy or extract as meant in Article 2:196b, paragraph 1, to the Corporation. After the Corporation has received such a copy or extract, it shall make a note on it in proof of the acknowledgement, in the way as prescribed by Article 2:196b for such acknowledgement; the day of registration shall be noted as date of acknowledgement.
- 3. If a juridical act as meant in paragraph 1 has been performed which has not been followed by a corresponding change in the register of shareholders, this juridical act cannot be invoked against the Closed Corporation ('besloten vennotschap'), nor against others who in good faith have regarded the person registered in the register of shareholders as the shareholder or proprietor of a limited property right in a share.

*) A Closed Corporation ('besloten vennootschap') may only issue registered shares.

Article 2:196b Formal requirements for an acknowledgement by or an official service on the Corporation
- 1. Except in the situation as meant in Article 2:196a, paragraph 2, the acknowledgement shall take place in the notarial deed itself [by a declaration of acknowledgement of the Corporation in that deed] or on the basis of the submission of an authentic copy or extract of that notarial deed to the Corporation.
- 2. In the event of an acknowledgement based on the submission of an authentic copy or extract of the notarial deed, the Corporation shall place a dated declaration of acknowledgement on the submitted document.
- 3. An official service on the Corporation requires that an authentic copy or extract of the notarial deed is served by bailiff's writ on the Corporation.

Article 2:196c Submission or official service regarding the transfer of a depository receipt
Articles 2:196a and 2:196b apply accordingly in regard of the delivery (transfer) of a depository receipt issued for a share to which a right to attend the General Meeting is attached, on the understanding that the submission to or official service on the Corporation as meant in Article 2:196b has to be made of a copy of the deed of transfer.

Article 2:197 Encumbrance of shares with a usufruct
- 1. The shareholder's right to encumber his share with a usufruct cannot be excluded or limited in the articles of incorporation.
- 2. The shareholder has the right to vote on shares encumbered with a usufruct.
- 3. In derogation from the previous paragraph, the right to vote shall belong to the usufructuary if this has been determined when the usufruct was established or, afterwards, by an agreement between the shareholder and the usufructuary, and the usufructuary is a person to whom the shares may be transferred freely. If the usufructuary is a person to whom the shares cannot be transferred freely, the right to vote shall only belong to him if this has been determined when the usufruct was established or, aferwards, by an agreement between the shareholder and usufructuary, provided that both, such determination (at the establishment or by an agreement) and – in case of a transfer of the usufruct – the transition (change-over) of the right to vote has been approved by a body of the Corporation assigned for this purpose in the articles of incorporation or – in the absence of such assignment – by the General Meeting. It is possible to derogate in the articles of incorporation from what is provided in the previous sentence. The right to vote shall belong to the usufructuary also in the event of a usufruct as meant in Article 4:19 and 4:21, unless something else has been determined when the usufruct was established, either by the parties themselves or by the Subdistrict Court on the basis of Article 4:23, paragraph 4. Articles 2:196a and 2:196b apply accordingly to the written agreement meant in the first and second sentence.
- 4. The shareholder who, on account of a usufruct, has no right to vote, and the usufructuary to whom belongs the right to vote, have the rights which the law provides to holders of depository receipts issued for shares to which the right to attend the General Meeting is attached. The usufructuary without a right to vote has these rights if the articles of incorporation provide so and nothing else has been determined at the establishment or transfer of the usufruct.
- 5. The rights arising from a share with respect to the acquisition of shares belong to the shareholder, on the understanding that he has to compensate the value of those rights to the usufructuary, insofar as the usufructuary is entitled thereto under the usufruct*).

*) The usufructuary is entitled to the fruits (benefits) of the shares, like dividends. However, when such dividends are distributed in the form of issued additional shares (stock dividend), these shares shall belong to the shareholder (unless the articles of incorporation provide otherwise). But in that event the shareholder has the obligation to pay the value of those shares to the usufructuary.

Article 2:198 Encumbrance of shares with a pledge
- 1. The shares may be encumbered with a pledge as far as the articles of incorporation do not provide otherwise.
- 2. The shareholder has the right to vote on pledged shares.
- 3. In derogation from the previous paragraph, the right to vote shall belong to the pledgee if this has been determined, whether or not under a condition precedent, when the pledge was established or, afterwards, by an agreement between the shareholder and the pledgee, and the pledgee is a person to whom the shares may be transferred freely. If the pledgee is a person to whom the shares cannot be transferred freely, the right to vote shall only belong to him if this has been determined, whether or not under a condition precedent, when the usufruct was established or, afterwards, by an agreement between the shareholder and pledgee, provided that both, such determination (at the establishment or by an agreement) and – when another person succeeds in the rights of the pledgee - the transition (change-over) of the right to vote has been approved by a body of the Corporation assigned for this purpose in the articles of incorporation or – in the absence of such assignment – by the General Meeting. It is possible to derogate in the articles of incorporation from what is provided in the previous two sentences. Articles 2:196a and 2:196b apply accordingly to the written agreement meant in the first and second sentence.
- 4. The shareholder who, on account of a pledge, has no right to vote, and the pledgee to whom belongs the right to vote, have the rights which the law provides to holders of depository receipts issued for shares to which the right to attend the General Meeting is attached. The pledgee without a right to vote has these rights if the articles of incorporation provide so and nothing else has been determined at the establishment or transition (changing-over) of the pledge.
- 5. It is possible to determine at the establishment of the pledge that Article 2:196a, paragraph 2, shall not apply. In that case, Article 2:239, paragraph 3 and 4, shall apply accordingly, on the understanding that the notification meant in Article 2:196, paragraph 2, shall be replaced by an acknowledgement by or an official service on the Corporation.
- 6. An arrangement in the articles of incorporation regarding the alienation and transfer of shares shall apply to an alienation and transfer of the shares by the pledgee or when the ownership of the shares falls to the pledgee himself, on the understanding that the pledgee, with regard to such alienation and transfer, shall exercise all rights belonging to the shareholder and shall comply with all of the shareholder's obligations in regard.

Article 2:199 Liability of previous shareholders
- 1. After a transfer or apportionment of a not fully paid up share, each of the previous shareholders remains jointly and severally liable towards the Closed Corporation ('besloten vennootschap') for the amounts that still have to be paid up on the share. The Board of Directors may, jointly with the Supervisory Board, release a previous shareholder from any further liability by means of an authentic or registered private deed; in such case, however, the shareholder remains liable for amounts which have to be paid on the share on account of an additional call up made within one year after the day on which the authentic deed was executed or, respectively, on which the private deed was registered.
- 2. If a previous shareholder makes a payment to the Corporation, he acquires the rights which the Corporation could exercise against the previous shareholders.

Article 2:200 (repealed on 01.01.1992)

Article 2:201 Equal rights for shareholders (and holders of depository receipts)
- 1. Insofar the articles of incorporation do not provide otherwise, all rights and obligations attached to shares are equal in proportion to their nominal amount.
- 2. The Closed Corporation ('besloten vennootschap') shall treat the shareholders, respectively, the holders of depository receipts who are in the same position, in the same way.
- 3. The articles of incorporation may provide that particular rights in respect of exercising control in the Corporation, as specified in the articles of incorporation, are attached to shares of a certain type (class) or indication.

Article 2:201a Buy out of minority shareholders
- 1. He who, as a shareholder, has provided for his own account at least 95% of the issued share capital of the Closed Corporation ('besloten vennootschap') and may exercise at least 95% of the voting rights in its General Meeting, may file a legal claim against the other shareholders to demand a transfer of their shares to him (the plaintiff). The same applies if two or more group companies together provide this part of the issued share capital and together may exercise this part of the voting rights, and they jointly file a legal claim to demand a transfer of the shares to one of them.
- 2. The Enterprise Chamber ('Ondernemingskamer') of the Amsterdam Court of Appeal shall decide in first instance on a legal claim as referred to in the previous paragraph. Only an appeal in cassation is available against its decision.
- 3. If one or more of the defendants are in default of appearance, the court must of its own motion examine whether the plaintiff or plaintiffs meet the requirements set out in paragraph 1.
- 4. The court shall reject the legal claim in favour of all defendants, if one of the defendants, despite the compensation, would suffer a serious material loss as a result of the transfer*), or if one of the defendants holds a share to which, according to the articles of incorporation, particular rights are attached in respect of the exercise of control in the Corporation, or if the plaintiff towards one of the defendants has waived his right to file the before meant legal claim.
- 5. If the court finds that paragraph 1 and 4 do not prevent the awarding of the legal claim, it may order that one or three experts make a report about the value of the to be transferred shares. The first three sentences of Article 2:350, paragraph 3, and Articles 2:351 and 2:352 shall apply. The court shall determine the price of the to be transferred shares on the basis of their value on a specific day set by the court. As long as and to the extent that the fixed price has not been paid, this price will be raised with an interest, equal to the statutory interest, running as of that day until the day of transfer; distributions on the shares that have been made payable during that period, shall be used, on the pay day, for a partial payment of the price.
- 6. When the court awards the legal claim, it shall order the party who filed the legal claim to acquire the shares to pay the fixed price with interest to those to whom these shares belong or will belong [like heirs or buyers] against delivery by those persons of the unencumbered shares. The court decides on the costs of proceedings as it regards appropriate. No costs of proceedings can be imposed on a defendant who is in default of appearance.
- 7. When the judicial decision to transfer the shares has become final and binding, the party who filed the legal claim to acquire the shares shall inform the holders of the to be transferred shares, of whom he knows the address, in writing about the day and place of payment and about the price that will be paid. He shall publish this information also in a national daily newspaper, unless all relevant addresses are known to him.
- 8. The party who filed the legal claim to acquire the shares is always able to release himself from the obligations referred to in paragraphs 6 and 7, by depositing the fixed price, as determined for all of the to be transferred shares, including the accrued interest, with the Ministry of Justice, making notice at the same time of the usufructs, pledges and seizures with which the involved shares, to his knowledge, are encumbered. As a result of this last notification a seizure attached to the shares passes over (will become attached) to the right to receive payment of the deposited amounts. As a result of the before mentioned deposit, the shares will pass unencumbered to the party who filed the legal claim to acquire them, whereas a possible usufruct or pledge on the shares passes over to (shall become established on) the right to receive payment of the deposited amounts. No rights against the Corporation can be derived from distributions which have been made payable on share certificates and dividend warrants after the shares have passed to the party who filed the legal claim to acquire them. The acquiring party shall, at that moment, give notice of the deposit made with the Ministry of Justice and of the price for each share in the way meant in paragraph 7.

*) For instance when the Corporation has engaged itself towards one of the defendants not to compete with his business as long as he is a shareholder of the Corporation, or when one of the defendants, if he should transfer his block of shares, would have to pay Income Tax because he had a so called 'serious interest' in the share capital over the last five years (a substantial interest is involved if a natural person – whether or not together with his partner – own at least 5% of the shares, share options or profit-sharing certificates in a Closed Corporation ('besloten vennootschap') or Open Corporation ('naamloze vennootschap') or in a Cooperative ('coöperatie'); in that situation the income from a substantial interest may be subject to 25% income tax).

Article 2:202 No issuance of bearer depository receipts
No bearer depository receipts for shares may be issued. In the event of a violation of this provision, the rights attached to a share cannot be exercises as long as bearer depository receipts are in circulation.

Section 2.5.3 The capital of a Closed Corporation

Article 2:203 Juridical acts performed in the name of a still to be formed Closed Corporation
- 1. It is possible to perform juridical acts in the name of a Closed Corporation ('besloten vennootschap') which still has to be formed (incorporated); from such juridical acts, however, can only arise rights and obligations for the Corporation when it has ratified these juridical acts after its formation (incorporation), either explicitly or tacitly, or when it has become engaged (bound) due to paragraph 4.
- 2. The persons who have performed a juridical act in the name of a still to be formed Closed Corporation ('besloten vennootschap'), are jointly and severally liable for that act until the Corporation has ratified it after its formation (incorporation), unless the contrary has been stipulated explicitly in respect of that juridical act.
- 3. If the Corporation has ratified the juridical act but fails to perform the obligations which arise from it, then the persons who have acted in the name of the still to be formed Corporation are jointly and severally liable for the damage which a third person suffers as a result, if they knew or reasonably could have known that the Corporation could not comply with these obligations, all without prejudice to any possible liability of the Directors on account of a ratification. The knowledge that the Corporation could not comply with its obligations, is presumed to be present when the Corporation is declared bankrupt within one year after its formation (incorporation).
- 4. The founders (incorporators) can only bind the Closed Corporation (‘besloten vennootschap’) in the notarial deed of incorporation by the issuance of shares, the acceptance of contributions paid up on those shares, the appointment of Directors, the appointment of Supervisory Directors, the performance of juridical acts as meant in Article 2:204, paragraph 1*) and the payment of the costs related to the formatin (incorporation). If a founder (incorporator) has observed insufficient diligence (prudence) in respect thereof, then Articles 2:9 and 2:138 shall apply accordingly..

*) In the notarial deed of incorporation the founders usually also ratify explicitly, in the name of the formed legal person, all juridical acts that have been performed prior to that moment in the name and on behalf of the still to be formed legal person. This is allowed under the condition that the Directors at the moment of such ratification did not know and reasonably not ought to have known that de Corporation (meanwhile) is not (no longer) able to perform the obligations from the ratified juridical acts. If this condition is not met, the Directors are (remain) joint and several liable for these obligations.

Article 2:203a [repealed on 01-10-2012]

Article 2:204 Juridical acts that may be burdensome for the Closed Corporation
- 1. The following juridical acts must be included in full either in the notarial deed of incorporation itself, or in an original document or a certified extract thereof attached to that deed and to which the notarial deed of incorporation refers:
a. juridical acts performed in connection with the subscription for shares that impose special obligations on the Closed Corporation ('besloten vennootschap');
b. juridical acts performed with the intention to provide some advantage to a founder of the Closed Corporation ('besloten vennootschap') or to a third person involved at its formation (incorporation);
c. juridical acts performed to bring in another contribution than money.
If the previous sentence has not been observed, then the before mentioned juridical acts cannot impose any obligations on the Corporation, nor can they grant any rights to the Corporation.
- 2. After the formation (incorporation), the juridical acts meant in the previous paragraph may only be performed without the approval of the General Meeting if and to the extent that the articles of incorporation explicitly have empowered the Board of Directors to perform such juridical acts.

Article 2:204a Valuation of a contribution in kind made to the Corporation upon its formation
- 1. If, at the formation (incorporation), another contribution than money has been agreed as consideration for allotted shares, then the founders (incorporators) must draw up a description of what has been contributed, with mention of the value attributed to the contributed assets and of the valuation methods used. The description must relate to the condition (state) of what has been contributed on a day not more than six months prior to the formation (incorporation). The drawn up description is signed by all founders (incorporators). The Corporation deposits this declaration at its office for inspection by the holders of shares and by others to whom the right to attend the General Meeting belongs.
- 2. If, prior to the moment on which the contribution is brought in, it is or has become known that the value thereof has decreased substantially after the day meant in paragraph 1, second sentence, then a new description shall be required.

Article 2:204b Valuation of a contribution in kind made to the Corporation after its formation
- 1. If, after the formation (incorporation), another contribution than money has been agreed as consideration for allotted shares, the Corporation shall make a description, in accordance with Article 2:204a, paragraph 1, of what has been contributed. The description must relate to the condition (state) of what has been contributed on a day not more than six months prior to the day on which the allotted shares are taken or on which the additional contribution other than money has been issued by the Corporation or on which such contribution has been agreed upon. The description must be signed by all Directors; if the signature of one or more of them is missing, this will be noted on the description, with mention of the reason for this. The Corporation deposits the description at its office for inspection by the holders of its shares and by others to whom a right to attend the General Meeting belongs.
- 2. Article 2:204, paragraph 2, shall apply accordingly.
- 3. The present Article does not apply as far as the contribution consists of shares, depository receipts issued for shares, rights for a conversion therein or dividend certificates (bonus shares), all in or of another legal person, with regard to which the Corporation has released a public offer, provided that these transferable securities or a part thereof are admitted to a regulated market or multilateral trading facility as specified in Article 1:1 of Financial Supervision Act, or to a system comparable with such regulated markets or multilateral trading facilities in a State that is not a EU Member State. .

Article 2:204c [repealed on 01-10-2012]

Article 2:205 Corporation is not allowed to subscribe for its own shares
The shares of a Closed Corporation ('besloten vennootschap') may not be subscribed for by that Corporation itself.

Article 2:206 Power to issue new shares
- 1. A Closed Corporation ('besloten vennootschap') may, after its formation (incorporation), only issue shares pursuant to a resolution of the General Meeting, as far as no other body of the Corporation has been designated for this purpose in the articles of incorporation. The General Meeting may delegate this power to another body of the Corporation and may withdraw (revoke) such delegation of power.
- 2. The previous paragraph applies accordingly to the granting of rights to subscribe for shares, but shall not apply to the issuance of shares to a person who previously already had acquired a right to subscribe for shares.

Article 2:206a Pre-emptive subscription right of shareholders
- 1. As far as the articles of incorporation do not provide otherwise, each shareholder has a pre-emptive subscription right with regard to the issuance of new shares, and this in proportion to the total nominal amount of his shares, subject to the following two paragraphs. He has no pre-emptive subscription right with regard to shares issued to the employees of the Corporation or of a group company.
- 2. - 2. As far as the articles of incorporation do not provide otherwise, the holders of shares who:
a. do not or only to a limited extent participate (share) in the profits above a certain percentage of the nominal value of their shares, or;
b. do not or only to a limited extent participate (share) in a liquidation surplus above the nominal value of their shares, or;
c. to which, pursuant to an arrangement in the articles of incorporation on the basis of Article 2:228, paragraph 2, no voting right is attached;
have no pre-emptive subscription right with regard to newly to be issued shares.
- 3. As far as the articles of incorporation do not provide otherwise, shareholders have no pre-emptive subscription right with regard to the issuance of new shares of one of the types (classes) as referred to in the previous paragraph under point (a), (b) and (c).
- 4. The issuance of new shares with regard to which a pre-emptive subscription right exists, and the period during which such a pre-emptive subscription right may be exercised, are announced in writing by the Corporation to all shareholders at the addresses as disclosed by them to the Corporation. Unless the articles of incorporation provide otherwise, the requirement of a written announcement shall be met as well if the announcement is recorded electronically.
- 5. Pre-emptive subscription rights may be exercised for at least four weeks after the date on which the announcement was made.
- 6. As far as the articles of incorporation do not provide otherwise, the shareholders have a pre-emptive subscription right where it concerns rights granted for the acquisition of (subscription for) to be issued new shares of another type (class) than the one defined in paragraph 2, under point (a), (b) and (c). Shareholders have no pre-emptive rights with regard to shares issued to a person who previously already had acquired a right to subscribe for shares.

Article 2:207 Acquisition by a Closed Corporation of its own shares
- 1. The Board of Directors decides over the acquisition of shares in the capital of the Closed Corporation (‘besloten vennootschap’)*). The acquisition by a Closed Corporation ('besloten vennootschap') of not fully paid up shares in its own capital is null and void.
- 2. The Closed Corporation ('besloten vennootschap') is not allowed, except where this occurs gratuitously, to acquire not fully paid up own shares if its equity (total assets minus liabilities), reduced with the acquisition price of the to be acquired own shares, is less than the reserves which must be maintained pursuant to law or the articles of incorporation, or if the Board of Directors knows or reasonably ought to foresee that the Closed Corporation (‘besloten vennootschap’) after the acquisition shall no longer be able to continue the payment of its due and collectable debts.
- 3. If the Closed Corporation (‘besloten vennootschap’), after an acquisition other than a gratuitous one, is not able to continue the payment of its due and collectable debts, then the Directors who knew that result at the moment of acquisition or who reasonably ought to have foreseen that result at that moment, are joint and several liable towards the Closed Corporation (‘besloten vennootschap’) for compensation of the deficit which has arisen on account of the acquisition, raised with the statutory interest running as of the day of acquisition. Article 2:248, paragraph 5, applies accordingly. Not liable is the Director who proves that it is not due to him that the Closed Corporation (‘besloten vennootschap’) has acquired the shares and, in addition, that he has not been negligent in taking measures to avert the consequences thereof.
For the purpose of the present Article, a person who has laid down the corporate policy or has co-participated therein as if he was a Director is equated with a Director.
The alienator of the shares who knew or reasonably ought to have foreseen that the Closed Corporation (‘besloten vennootschap’) would no longer be able to continue the payment of its due and collectable debts after the acquisition, is towards the Closed Corporation (‘besloten vennootschap’) liable for compensation of the deficit which has arisen on account of the acquisition of his shares, to at the most the acquisition price for the shares alienated by him, raised with the statutory interest running as of the day of acquisition.
When the Directors have paid the debt-claim by virtue the first sentence, then the compensation meant in de previous sentence is made to them in proportion to the part that each Director has paid. The Directors and the alienator are not entitled to setoff a debt imposed on them pursuant to the present Article.
- 4. The articles of incorporation may exclude or limit the acquisition by the Closed Corporation (‘besloten vennootschap’) of its own shares.
- 5. The previous paragraphs do not apply where the Closed Corporation (‘besloten vennootschap’i) acquires its own shares under universal title.
- 6. For the purpose of the present Article the word ‘shares’ includes ‘depository receipts issued for shares’.

*) A Closed Corporation ('besloten vennootschap') may only issue registered shares.

Article 2:207a Legal effects of an unlawful acquisition by the Corporation of its own shares
- 1. An acquisition by the Closed Corporation ('besloten vennootschap') of its own shares*) at the expense of the reserves meant in Article 2:207, paragraph 2, or in violation of an exclusion or limitation as meant in Article 2:207, paragraph 4, is null and void. The Directors are jointly and severally liable towards the alienating party who in good faith passed the shares to the Corporation and who has suffered damage as a result of the null and void acquisition.
- 2. If the Closed Corporation (‘besloten vennootschap’) has acquired own shares under universal title and this acquisition has the result that the Closed Corporation, together with its subsidiary companies, holds all shares with voting rights in its capital, then the lowest numbered share with a voting right shall, at that moment, pass over by operation of law to the Directors jointly. When a numbering of shares is absent, a share with voting right shall be assigned by lot. Each Director is joint and several liable for the compensation to be paid to the Closed Corporation (‘besloten vennootschap’) of the value of the share at the moment of acquisition, raised with the statutory interest running as of that moment.
- 3. Each not paid up share in its capital that the Closed Corporation (‘besloten vennootschap’) has acquired under universal title**) and that has not been disposed of or retired (eliminated and taken out of circulation) within three years thereafter, shall at the end of the last day of that three-year period pass over by operation of law to the Directors jointly. The last sentence of paragraph 2 applies accordingly.
- 4. For the purpose of the present Article the word ‘shares’ includes ‘depository receipts issued for shares’.

*) A Closed Corporation ('besloten vennootschap') may only issue registered shares.
**) A Corporation may acquire its own shares under universal title as a result of a merger or split up or as an heir in the estate of a deceased person.

Article 2:207b Shares in the Corporation subscribed for or acquired in the name of another person for account of the Corporation
When another person in his own name subscribes for or acquires one or more shares in the capital of the Closed Corporation (‘besloten vennootschap’) or depository receipts issued for such shares, yet for account of the Closed Corporation itself, he shall be deemed to have subscribed for or acquired these shares or depository receipts for his own account.

Article 2:207c [repealed on 1 October 2012]

Article 2:207d Acquisition of shares in the Corporation by its subsidiaries
- 1. A subsidiary company may not for its own account subscribe or cause the subscription for shares*) in the capital of a Closed Corporation ('besloten vennootschap'). Subsidiary companies may only for their own account under particular title, and other than gratuitously, acquire or cause the acquisition of such shares, if the Board of Directors of the Closed Corporation (‘besloten vennootschap’) has given its approval to such acquisition. An acquisition under particular title in violation of the previous sentence is null and void. Article 2:207, paragraph 2, applies accordingly to the resolution (decision) of the Board of Directors on the approval. Article 2:207, paragraph 3, applies accordingly, on the understanding that the joint en several liability of the Directors exists towards the subsidiary company.
- 2. When a legal person, after it has become a subsidiary company or after it has acquired under universal title as a subsidiary company shares in the capital of the Closed Corporation (‘besloten vennootschap’), together with the Closed Corporation and the latter’s other subsidiary companies holds or causes to hold for its own account all shares with voting right in the capital of the Closed Corporation, then the lowest numbered share shall, at the moment on which that legal person became a subsidiary company or on which the shares were acquired, pass over by operation of law to the Directors jointly. When a numbering of shares is absent, a share with voting right shall be assigned by lot. Each Director is joint and several liable for the compensation to be paid to the subsidiary company of the value of the share at the moment on which the subsidiary company became a subsidiary company or at the moment of acquisition, raised with the statutory interest running as of that moment.
- 3. For the purpose of the present Article the word ‘shares’ includes ‘depository receipts issued for shares’.

*) A Closed Corporation ('besloten vennootschap') may only issue registered shares.

Article 2:208 Reduction of the Corporation’s capital
- 1. - 1. The General Meeting may resolve (decide) to reduce the issued share capital through a retirement (elimination) of shares or by a reduction of the nominal amount of the shares by means of an amendment of the articles of incorporation. Such a resolution must specify the shares to which it relates and the way in which the resolution is to be implemented.
- 2. A resolution for the retirement (elimination) of shares may only concern shares which the Corporation holds itself (treasury shares) or of which it holds the depository receipts (treasury receipts) as well as all of the shares of a specific type (class) or indication with regard to which, prior to their issuance, the articles of incorporation already provided that they could be retired (redeemed and eliminated) against repayment, or shares of a certain type (class) or indication balloted for redemption and retirement (elimination), with regard to which, prior to their issuance, the articles of incorporation already provided that they could be balloted for redemption and retirement (elimination) against repayment. In other situations a retirement (elimination) of shares is only possible with the consent of all involved shareholders.
- 3. A reduction of the nominal amount of shares without repayment and without a relief from the obligation to pay up the shares must be effectuated proportionally in respect of all shares of the same type (class) or indication. The requirement of proportionality may be set aside with the consent of all involved shareholders.
- 4. A relief from the obligation to pay up the shares is only possible if this is done for the implementation of a resolution (decision) for a reduction of the nominal amount of the shares. Such a relief must be effectuated proportionally in respect of all of the shares, unless, prior to the issuance of shares of a specific type (class) or indication or afterwards with the consent of all holders of shares of that specific type (class) or with that specific indication, the articles of incorporation provide that a relief or repayment may be effectuated exclusively in respect of those shares; in that last event the requirement of proportionality applies to those shares. The requirement of proportionality may be set aside with the consent of all involved shareholders.
- 5. The convening notice for a General Meeting where a resolution as referred to in the present Article is to be passed, mentions the purpose (objective) of the reduction of the Corporation’s capital and the way in which such a reduction is to be implemented. Article 2:233, paragraph 2, 3 and 4, shall apply accordingly.
- 6. Article 2:216, paragraph 2 up to and including 4 shall apply accordingly to a resolution for the reduction of the issued share capital with repayment on the shares. A repayment or relief from the obligation to pay up on the shares within the meaning of the present Article is only allowed to the extent that the equity (total assets minus liabilities) is larger than the reserves which have to be maintained pursuant to law or the articles of incorporation.

Article 2:209 [repealed on 01-10-2012]

Text until 1-10-2012 of Article 2:209 was:
- 1.The Closed Corporation ('besloten vennootschap') deposits the resolutions meant in the previous Article at the office of the commercial register, and makes an announcement thereof in a national daily newspaper.
- 2. The Corporation must provide security (collateral) to each creditor who requests so or provide him with other guarantees in order to assure that his debt-claim will be satisfied; if the Corporation fails to comply with this provision, then the objections of the creditor as referred to in the next paragraph shall be acknowledged as valid. The provisions of this paragraph do not apply if the creditor has sufficient guarantees that his debt-claim will be performed or when the Corporation has sufficient property to assure that his debt-claim will be performed.
- 3. Within two months after the announcement meant in paragraph 1, any creditor may file a petition at the District Court through which he makes an objection against the resolution (decision) for a reduction of the Corporation’s capital, with mention of the security or other guarantee he seeks. The District Court shall reject the request if the applicant fails to make plausible that, as a result of the reduction of the Corporation’s capital, there is a legitimate doubt that his debt-claim will be satisfied, and that the Corporation has provided insufficient security or other guarantees therefore.
- 4. Before the District Court gives its decision, it may enable the Corporation to provide certain security or another kind of guarantee within a period to be set by court. If the Corporation’s capital has been reduced already, the District Court may order, upon a filed request, that security or another kind of guarantee is provided to the applicant (creditor), under a financial penalty for non-compliance.
- 5. A resolution for the reduction of the Corporation’s capital shall not take effect as long as an objection may still be filed. If an objection is filed in time, the resolution shall only take effect when the objection has been withdrawn or when the court order in which that objection was denied has become enforceable. Where the reduction of the Corporation’s capital requires an amendment of the articles of incorporation, the involved notarial deed may not be executed prior to the moment meant in the previous sentence.
- 6. If the Corporation reduces its capital to an amount not less than its own equity (total assets minus liabilities), and this reduction is made because of the loss that the Corporation has suffered, then it does not need to provide any security or another kind of guarantee, whereas the resolution shall take effect immediately.

Article 2:210 Annual accounts and annual report
- 1. Annually, within five months after the end of the accounting year of the Corporation, except when this period has been extended with at the most six months by the General Meeting in view of particular circumstances, the Board of Directors draws up the annual accounts, and deposits these documents at the office of the Corporation for inspection by its shareholders. Where negotiable securities of the Corporation are admitted for trade on a regulated market as referred to in the Financial Supervision Act, the period is four months. This period cannot be extended. Within the meant period, the Board of Directors shall also deposit the annual report for inspection by its shareholders, unless Article 2:396, paragraph 7, or Article 2:403 applies to the Corporation. The Board of Directors of a Corporation to which Articles 2:268 up to and including 2:271 and 2:274 applies, shall send the annual accounts as well to the Works Council meant in Article 2:268, paragraph 11.
- 2. The annual accounts are signed by the Directors and the Supervisory Directors; where the signature of one or more of them is missing, this shall be reported, mentioning as well the reason for this.
- 3. The annual accounts are adopted by the General Meeting. An adoption of the annual accounts does not implicate a discharge of liability for the Directors or Supervisory Directors.
- 4. Resolutions on the basis of which the annual accounts are adopted, may not be subjected in the articles of incorporation to the approval of a body of the Corporation or of a third person.
- 5. If all shareholders are also Directors of the Corporation, then the signing of the annual accounts by all Directors and Supervisory Directors shall mean as well an adoption within the meaning of paragraph 3, provided that all other people entitled to attend the General Meeting have been granted the opportunity to become aware of the drawn up annual accounts and have consented with the manner of adoption as referred to in Article 2:238, paragraph 1. In derogation of paragraph 3, this adoption also serves to discharge the Directors and Supervisory Directors. The articles of incorporation may exclude the manner of adoption of the annual accounts meant in the first sentence of the present paragraph.
- 6. The articles of incorporation may not contain any provision on the basis of which it is permitted to set any requirement or binding proposal for the annual accounts or for any item thereof.
- 7. The articles of incorporation may provide that another body of the Corporation than the General Meeting has the power to decide which part of the result of an accounting year shall be reserved, or how a loss shall be written-off.
- 8. Upon request, the Minister of Economic Affairs may, for compelling reasons, grant relief from the obligation to draw up, submit and adopt the annual accounts. No relief can be granted in regard of the drawing up of the annual accounts of a Corporation of which negotiable securities are admitted for trade on a regulated market as referred to in the Financial Supervision Act.

Article 2:211 [repealed on 01-01-1984]

Article 2:212 Inspection of the annual accounts at the office of the Corporation
- 1. The Closed Corporation ('besloten vennootschap') ensures that the annual accounts, the annual report and the information which has to be added pursuant to Article 2:392, paragraph 1, are available at its office as of the day on which the convening notice is given for a General Meeting for the adoption of these accounting documents. Shareholders and the other persons with a right to attend the General Meeting may inspect these documents at the office of the Corporation and may obtain a free copy thereof.
- 2. Where it concerns shares to bearer or depository receipts to bearer or debentures to bearer (debts certificates) issued by the Corporation which are in circulation still, the involved documents, as far as they have to be made public, are available for inspection to everyone; a copy or extract thereof shall be provided against payment of at the most the cost price. This right ceases to exist when the involved documents are deposited at the office of the commercial register.

Article 2:213 [repealed on 01-01-1984]

Article 2:214 [repealed on 01-01-1984]

Article 2:215 Writing off of deficits from the reserves
A deficit may only be written off from the statutory reserves as far is this is permitted by law.

Article 2:216 Distribution of profits
- 1. The General Meeting is empowered with the allocation (appropriation) of the profits which have been determined by adoption of the annual accounts, and with the adoption of the distributions, to the extent that the equity (total assets and liability) of the Closed Corporation (‘besloten vennootschap’) exceeds the reserves which have to be maintained by virtue of law or the articles of incorporation. The articles of incorporation may limit the powers meant in the first sentence or assign these to another body of the Closed Corporation.
- 2. A resolution (decision) for a distribution has no effect as long as the Board of Directors has not given its approval to it. The Board of Directors shall only deny its approval if it knows or reasonably ought to foresee that the Closed Corporation (‘besloten vennootschap’), after the distribution, shall no longer be able to continue the payment of its due and collectable debts.
- 3. If the Closed Corporation (‘besloten vennootschap’), after a distribution, is not able to continue the payment of its due and collectable debts, then the Directors who knew that result at the moment of the distribution or who reasonably ought to have foreseen that result at that moment, are joint and several liable towards the Closed Corporation (‘besloten vennootschap’) for compensation of the deficit which has arisen on account of the distribution, raised with the statutory interest running as of the day of distribution. Article 2:248, paragraph 5, applies accordingly. Not liable is the Director who proves that it is not due to him that the Closed Corporation (‘besloten vennootschap’) has made the distribution and, in addition, that he has not been negligent in taking measures to avert the consequences thereof.
The person who acquired the distribution while he knew or reasonably ought to have foreseen that the Closed Corporation (‘besloten vennootschap’) would no longer be able to continue the payment of its due and collectable debts after the distribution, is towards the Closed Corporation (‘besloten vennootschap’) liable for compensation of the deficit which has arisen on account of the distribution, to at the most the amount or value of the distribution he received, raised with the statutory interest running as of the day of distribution.
When the Directors have paid the debt-claim by virtue of the first sentence, then the compensation meant in the third sentence is made to them in proportion to the part that each Director has paid. With regard to a debt that is imposed pursuant to the first or third sentence, the debtor has no right of setoff.
- 4. For the purpose of paragraph 3 a Director is equated with a person who has laid down the corporate policy or has co-participated therein as if he was a Director. The legal claim (right of action) cannot be filed against an administrator appointed by the court.
- 5. In calculating each distribution, the shares that the Closed Corporation (‘besloten vennootschap’) holds in its own capital (treasury shares) are not taken into account, unless the articles of incorporation provide otherwise.
- 6. In calculating the amount which is to be distributed on each share, only the amount of the obligatory payments on the nominal amount of the shares is taken into account. It is possible to derogate from the previous sentence in the articles of incorporation or each time with the approval of all shareholders.
- 7. The articles of incorporation may provide that shares of a certain type (class) or indication do not or only in a limited way enclose a right of sharing in the profits or reserves of the Closed Corporation (‘besloten vennootschap’).
- 8. For an arrangement in the articles of incorporation as meant in paragraph 6 or 7, the approval is required of all holders of shares whose rights are harmed by such amendment of the articles of incorporation.
- 9. The articles of incorporation may provide that the claim of a shareholder does not become prescribed after a period of five years, but shall elapse after a longer period of time. Such a provision in the articles of incorporation shall in that event apply accordingly to the claim of a holder of a depository receipt against the shareholder of the share for which that depository receipt was issued.
- 10. The articles of incorporation may provide that the profits to which holders of shares of a specific type (class) are entitled, shall be reserved in full or in part for their benefit.
- 11. Paragraph 3 does not apply to distributions in the form of shares in the capital of the Closed Corporation (‘besloten vennootschap’), nor to the crediting of not paid up shares.